News & Analysis as of

Initial Public Offering (IPO) Securities and Exchange Commission (SEC) Corporate Issuers

Latham & Watkins LLP

US IPO Guide - 2024 Edition

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This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Dorsey & Whitney LLP

Canadian CPCs, SPACs, and Shells Should Be Careful to Avoid U.S. Investment Company Status

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On January 24, 2024, the SEC issued new guidance on when a special purpose acquisition company (SPAC) may run afoul of the U.S. Investment Company Act (the Act). While this guidance was directed at SPACs that register or file...more

Jones Day

SEC Adopts Final Rules Governing Payment Disclosure by Resource Extraction Issuers

Jones Day on

The rules will require resource extraction issuers to file a Form SD on an annual basis that includes information about payments related to the commercial development of oil, natural gas, or minerals that are made to the U.S....more

Winstead PC

FINRA Amendments to the Anti-Spinning Rules

Winstead PC on

FINRA Amendments to Rules 5130 and 5131 - The Financial Industry Regulatory Authority, Inc. (“FINRA”) recently effected changes to its rules regarding the purchase, sale, allocation, and distribution of initial equity...more

Latham & Watkins LLP

SEC Approves Amendments to FINRA’s New Issue Rules

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The amendments expand certain exemptions and provide additional guidance under Rules 5130 and 5131 with respect to equity IPO allocations. On December 19, 2019, the Financial Industry Regulatory Authority (FINRA) issued...more

Proskauer Rose LLP

Changes to FINRA Rules 5130 and 5131 Go Effective – Considerations for Private Fund Managers

Proskauer Rose LLP on

On November 5, 2019, the SEC approved changes to FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and Rule 5131 (New Issue Allocations and Distributions). FINRA announced that the...more

Dechert LLP

SEC Approves Amendments to FINRA New Issue and Anti-Spinning Rules (Update)

Dechert LLP on

Update: FINRA announced this week that its recently approved amendments to Rule 5130 (New Issue Rule) and 5131 (Anti-Spinning Rule) will be effective January 1, 2020. See, FINRA Regulatory Notice 19-37, published December 19,...more

Dechert LLP

SEC Approves Amendments to FINRA New Issue and Anti-Spinning Rules

Dechert LLP on

The Securities and Exchange Commission approved amendments to the Financial Industry Regulatory Authority New Issue Rule (Rule 5130) and Anti-Spinning Rule (Rule 5131) (collectively, Rules) on November 5, 2019...more

Mayer Brown Free Writings + Perspectives

Testing the Waters for All – New Rule 163B Expands TTW to All Issuers: First Analysis

In this Lexis Practice Advisor Practice Note, we discuss new Rule 163B adopted by the US Securities and Exchange Commission (SEC). On September 26, 2019, the SEC extended the ability to test the waters to all issuers by...more

Foley Hoag LLP - Public Companies & the Law

Let's talk about gun jumping . . .

WeWork, rebranded as The We Company earlier this year, officially withdrew its IPO registration statement on September 30, 2019. The company has had an unusually rocky ride from its August 14, 2019 public filing to an outcome...more

Pillsbury Winthrop Shaw Pittman LLP

A Rising Tide May Lift All Boats: SEC Adopts Rule 163B, Permitting All Issuers to “Test the Waters”

The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more

Dechert LLP

SEC Adopts Rule Allowing All Issuers to "Test the Waters"

Dechert LLP on

The Securities and Exchange Commission (SEC) on September 26, 2019 voted to adopt a new rule that extends the "test-the-waters" accommodation under the Securities Act of 1933 (Securities Act) to all issuers.1 The new Rule...more

Eversheds Sutherland (US) LLP

Everybody “Test-the-Waters” - SEC Expands Communications Rule to All Issuers

On September 26, 2019, the Securities and Exchange Commission (SEC) announced that it has expanded the “testing-the-waters” exemption to all issuers. The new rule and related amendments under the Securities Act of 1933, as...more

Wilson Sonsini Goodrich & Rosati

SEC Extends "Test the Waters" to All Issuers

On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) announced that it had voted to adopt new Rule 163B, extending the "test the waters" accommodations previously available only to emerging growth...more

Akin Gump Strauss Hauer & Feld LLP

SEC Adopts New Rule 163B to Permit “Test-the-Waters” Communications for All Issuers

On September 25, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B under the Securities Act of 1933 (Securities Act) to allow all issuers to engage in “test-the-waters” communications in connection with...more

A&O Shearman

SEC Issues Final Rule to Expand Test-the-Waters Communications to All Issuers

A&O Shearman on

On September 25, 2019, the Securities and Exchange Commission adopted a new rule that will enable all issuers to “test the waters” prior to publicly filing a registration statement. Currently, only emerging growth companies,...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Expands ‘Testing-the-Waters’ Communications to All Issuers

On September 26, 2019, the Securities and Exchange Commission (SEC) adopted new Rule 163B and related amendments under the Securities Act to expand the permitted use of “testing-the-waters” communications to all companies...more

Dorsey & Whitney LLP

Impact of “Test-the-Waters” Reform Debated

Dorsey & Whitney LLP on

As we previously noted, in February, the SEC proposed expanding its “test-the-waters” accommodation from emerging growth companies (EGCs) only to all issuers via a new Rule 163B and related amendments. This accommodation...more

White & Case LLP

Hoping to Encourage Increased Participation in the Public Markets, SEC Proposes New Rule Allowing all Issuers to Test the Waters

White & Case LLP on

The SEC is proposing to extend the testing-the-waters ("TTW") accommodation to all issuers, including investment company issuers.1 Citing the dominance of the IPO market by emerging growth companies ("EGCs")2 and evidence...more

Stinson - Corporate & Securities Law Blog

SEC Proposes to Expand “Test-the-Waters” Communications to all Issuers

The SEC has proposed new rules that would permit all issuers to solicit investor views about potential offerings to be taken into account at an earlier stage in the process than is the case today....more

Mayer Brown Free Writings + Perspectives

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

The Securities and Exchange Commission took the long-awaited step of proposing rules for comment that would extend the ability to test the waters beyond emerging growth companies, or EGCs. ...more

Kramer Levin Naftalis & Frankel LLP

SEC Proposes to Expand "Test the Waters" to All Issuers

Background On Feb. 19, 2019, the Securities and Exchange Commission (the SEC) voted to propose a rule and related rule amendments under the Securities Act of 1933, as amended (the Securities Act)...more

Skadden, Arps, Slate, Meagher & Flom LLP

US Government Shutdown Ends – SEC Issues Guidance to Address Significant Backlog of Filing Reviews and Shareholder Proposals

On January 25, 2019, President Donald Trump signed into law a continuing resolution that immediately reopened the federal government through February 15, 2019. The three-week continuing resolution is a welcome development,...more

Mayer Brown Free Writings + Perspectives

Coalition of State Treasurers Oppose Mandatory Arbitration

Although Securities and Exchange Commission Chair Clayton has made clear that the Commission does not intend to focus on addressing mandatory arbitration provisions in the near term, the controversy regarding action in this...more

Farrell Fritz, P.C.

SEC Reporting Companies Soon to be Regulation A+ Eligible

Farrell Fritz, P.C. on

Buried in new legislation mainly intended to ease Dodd-Frank restrictions on small banks is an expansion of Regulation A eligibility to include SEC reporting companies. ...more

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